EXHIBIT 4.1

                        AMERICAN COMMERCE SOLUTIONS, INC.
                 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004


     1.        General Provisions.
               ------------------

     1.1       Purpose.   This Stock Incentive  Plan (the "Plan") is intended to
               -------
allow  designated officers and employees (all of whom are sometimes collectively
referred  to  herein  as  the "Employees," or individually as the "Employee") of
American  Commerce  Solutions,  Inc., a Delaware corporation (the "Company") and
its  Subsidiaries  (as that term is defined below) which they may have from time
to  time  (the  Company  and  such  Subsidiaries  are  referred to herein as the
"Company")  to  receive certain options (the "Stock Options") to purchase common
stock  of  the  Company, par value $0.002 per share (the "Common Stock"), and to
receive  grants  of  the  Common  Stock  subject  to  certain  restrictions (the
"Awards").  As  used  in  this  Plan,  the  term  "Subsidiary"  shall  mean each
corporation  which  is  a  "subsidiary  corporation"  of  the Company within the
meaning  of Section 424(f) of the Internal Revenue Code of 1986, as amended (the
"Code").  The  purpose  of  this  Plan  is  to  provide  the Employees, who make
significant  and  extraordinary  contributions  to  the  long-term  growth  and
performance  of  the  Company, with equity-based compensation incentives, and to
attract  and  retain  the  Employees.

     1.2       Administration.
               --------------

     1.2.1     The Plan shall be administered by the Compensation Committee (the
"Committee")  of,  or  appointed  by, the Board of Directors of the Company (the
"Board").  The  Committee  shall select one of its members as Chairman and shall
act  by  vote  of  a  majority  of a quorum, or by unanimous written consent.  A
majority  of  its  members  shall  constitute  a quorum.  The Committee shall be
governed  by  the  provisions  of  the  Company's  Bylaws  and  of  Delaware law
applicable  to  the  Board, except as otherwise provided herein or determined by
the  Board.

     1.2.2     The  Committee  shall  have  full  and complete authority, in its
discretion,  but  subject  to the express provisions of this Plan (a) to approve
the Employees nominated by the management of the Company to be granted Awards or
Stock  Options;  (b)  to  determine  the number of Awards or Stock Options to be
granted  to  an  Employee; (c) to determine the time or times at which Awards or
Stock  Options  shall be granted; (d) to establish the terms and conditions upon
which  Awards  or  Stock  Options  may be exercised; (e) to remove or adjust any
restrictions and conditions upon Awards or Stock Options; (f) to specify, at the
time  of  grant,  provisions  relating to exercisability of Stock Options and to
accelerate  or otherwise modify the exercisability of any Stock Options; and (g)
to  adopt such rules and regulations and to make all other determinations deemed
necessary  or desirable for the administration of this Plan. All interpretations
and  constructions  of  this  Plan  by  the  Committee,  and  all of its actions
hereunder,  shall  be  binding  and  conclusive on all persons for all purposes.

     1.2.3     The  Company  hereby  agrees to indemnify and hold  harmless each
Committee  member  and each Employee, and the estate and heirs of such Committee
member  or  Employee,  against  all  claims,  liabilities,  expenses, penalties,
damages  or  other  pecuniary losses, including legal fees, which such Committee
member  or  Employee,  his  estate  or  heirs  may  suffer  as  a  result of his
responsibilities,  obligations  or  duties  in connection with this Plan, to the
extent  that  insurance,  if  any, does not cover the payment of such items.  No
member  of  the  Committee  or  the  Board  shall  be  liable  for any action or
determination made in good faith with respect to this Plan or any Award or Stock
Option  granted  pursuant  to  this  Plan.

     1.3       Eligibility and Participation.  The Employees eligible under this
               -----------------------------
Plan shall be approved by the Committee from those Employees who, in the opinion
of  the  management  of  the Company, are in positions which enable them to make
significant  contributions  to  the  long-term  performance  and  growth  of the
Company.  In  selecting  the  Employees  to  whom  Award or Stock Options may be
granted,  consideration  shall  be given to factors such as employment position,
duties  and  responsibilities, ability, productivity, length of service, morale,
interest  in  the  Company  and  recommendations  of  supervisors.

     1.4       Shares Subject to this Plan.  The maximum number of shares of the
               ---------------------------
Common  Stock  that  may  be  issued  pursuant  to this Plan shall be 20,000,000
subject  to adjustment pursuant to the provisions of Paragraph 4.1. If shares of
the Common Stock awarded or issued under this Plan are reacquired by the Company
due  to a forfeiture or


                                        1
<PAGE>
for  any other reason, such shares shall be cancelled and thereafter shall again
be available for purposes of this Plan. If a Stock Option expires, terminates or
is cancelled for any reason without having been exercised in full, the shares of
the  Common Stock not purchased thereunder shall again be available for purposes
of this Plan. In the event that any outstanding Stock Option or Award under this
Plan  for  any  reason  expires  or  is  terminated,  the shares of Common Stock
allocable  to  the  unexercised  portion  of  the Stock Option or Award shall be
available  for issuance under the American Commerce Solutions, Inc. Non-Employee
Directors  and  Consultants  Retainer  Stock  Plan  for  the  Year  2004.  The
Compensation  Committee  may,  in  its discretion, increase the number of shares
available  for  issuance  under  this Plan, while correspondingly decreasing the
number  of  shares  available  for  issuance  under American Commerce Solutions,
Inc.'s  Non-Employee  Directors and Consultants Retainer Stock Plan for the Year
2004.  The Compensation Committee may, in its discretion, increase the number of
shares  available for issuance under this Plan, while correspondingly decreasing
the  number  of shares available for issuance under American Commerce Solutions,
Inc.'s  Non-Employee  Directors and Consultants Retainer Stock Plan for the Year
2004.

     2.        Provisions Relating to Stock Options.
               ------------------------------------

     2.1       Grants of Stock Options. The Committee may grant Stock Options in
               -----------------------
such amounts, at such times, and to the Employees nominated by the management of
the  Company  as the Committee, in its discretion, may determine.  Stock Options
granted  under  this  Plan shall constitute "incentive stock options" within the
meaning  of  Section  422  of the Code, if so designated by the Committee on the
date  of  grant.  The  Committee  shall  also have the discretion to grant Stock
Options  which  do  not  constitute  incentive stock options, and any such Stock
Options  shall be designated non-statutory stock options by the Committee on the
date  of  grant.  The  aggregate Fair Market Value (determined as of the time an
incentive  stock  option  is  granted) of the Common Stock with respect to which
incentive  stock  options  are  exercisable  for  the first time by any Employee
during  any  one calendar year (under all plans of the Company and any parent or
subsidiary  of  the  Company)  may not exceed the maximum amount permitted under
Section  422  of the Code (currently, $100,000.00).  Non-statutory stock options
shall  not  be  subject  to  the limitations relating to incentive stock options
contained  in the preceding sentence.  Each Stock Option shall be evidenced by a
written  agreement (the "Option Agreement") in a form approved by the Committee,
which shall be executed on behalf of the Company and by the Employee to whom the
Stock  Option is granted, and which shall be subject to the terms and conditions
of  this  Plan.  In  the  discretion of the Committee, Stock Options may include
provisions  (which  need  not  be  uniform),  authorized by the Committee in its
discretion,  that  accelerate  an  Employee's  rights  to exercise Stock Options
following  a  "Change in Control," upon termination of the Employee's employment
by  the  Company  without  "Cause" or by the Employee for "Good Reason," as such
terms  are  defined in Paragraph 3.1 hereof.  The holder of a Stock Option shall
not  be  entitled  to  the privileges of stock ownership as to any shares of the
Common  Stock  not  actually  issued  to  such  holder.

     2.2       Purchase  Price.  The  purchase  price  (the "Exercise Price") of
               ---------------
shares  of  the  Common Stock subject to each Stock Option (the "Option Shares")
shall  not  be less than 85 percent of the Fair Market Value of the Common Stock
on  the date of the grant of the option. For an Employee holding greater than 10
percent  of the total voting power of all stock of the Company, either Common or
Preferred, the Exercise Price of an incentive stock option shall be at least 110
percent of the Fair Market Value of the Common Stock on the date of the grant of
the  option.  As  used  herein,  "Fair  Market Value" means the mean between the
highest  and  lowest  reported  sales prices of the Common Stock on the New York
Stock  Exchange  Composite Tape or, if not listed on such exchange, on any other
national  securities  exchange  on  which  the  Common Stock is listed or on The
Nasdaq  Stock  Market,  or,  if  not  so listed on any other national securities
exchange  or  The  Nasdaq Stock Market, then the average of the bid price of the
Common  Stock  during  the  last  five  trading  days  on the OTC Bulletin Board
immediately  preceding  the  last  trading day prior to the date with respect to
which the Fair Market Value is to be determined. If the Common Stock is not then
publicly  traded,  then  the  Fair Market Value of the Common Stock shall be the
book  value  of  the  Company  per share as determined on the last day of March,
June,  September,  or  December  in  any  year  closest  to  the  date  when the
determination  is  to  be  made.  For  the  purpose  of  determining  book value
hereunder,  book  value  shall be determined by adding as of the applicable date
called  for  herein  the capital, surplus, and undivided profits of the Company,
and after having deducted any reserves theretofore established; the sum of these
items  shall  be divided by the number of shares of the Common Stock outstanding
as  of  said date, and the quotient thus obtained shall represent the book value
of  each  share  of  the  Common  Stock  of  the  Company.

     2.3       Option  Period.  The  Stock  Option  period  (the  "Term")  shall
               --------------
commence  on the date of grant of the Stock Option and shall be 10 years or such
shorter  period  as  is  determined  by  the  Committee.  Each  Stock  Option


                                        2
<PAGE>
shall provide that it is exercisable over its term in such periodic installments
as  the  Committee  may determine, subject to the provisions of Paragraph 2.4.1.
Section  16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")  exempts persons normally subject to the reporting requirements of Section
16(a)  of  the  Exchange  Act (the "Section 16 Reporting Persons") pursuant to a
qualified  employee stock option plan from the normal requirement of not selling
until at least six months and one day from the date the Stock Option is granted.

     2.4       Exercise of Options.
               -------------------

     2.4.1     Each  Stock  Option may be exercised in whole or in part (but not
as  to  fractional  shares) by delivering it for surrender or endorsement to the
Company,  attention  of  the Corporate Secretary, at the principal office of the
Company,  together with payment of the Exercise Price and an executed Notice and
Agreement of Exercise in the form prescribed by Paragraph 2.4.2.  Payment may be
made  (a)  in  cash,  (b)  by  cashier's or certified check, (c) by surrender of
previously owned shares of the Common Stock valued pursuant to Paragraph 2.2 (if
the Committee authorizes payment in stock in its discretion), (d) by withholding
from  the  Option  Shares which would otherwise be issuable upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price of the
Stock  Option,  if  such  withholding  is  authorized  by  the  Committee in its
discretion,  or  (e)  in the discretion of the Committee, by the delivery to the
Company  of the optionee's promissory note secured by the Option Shares, bearing
interest  at  a  rate  sufficient  to  prevent  the imputation of interest under
Sections  483 or 1274 of the Code, and having such other terms and conditions as
may  be  satisfactory  to  the  Committee.  Subject  to  the  provisions of this
Paragraph  2.4  and Paragraph 2.5, the Employee has the right to exercise his or
her  Stock  Options  at the rate of at least 20 percent per year over five years
from  the  date  the  Stock  Option  is  granted.

     2.4.2     Exercise  of  each Stock Option is conditioned upon the agreement
of  the  Employee  to  the  terms  and conditions of this Plan and of such Stock
Option  as  evidenced  by  the Employee's execution and delivery of a Notice and
Agreement  of  Exercise  in  a  form  to  be  determined by the Committee in its
discretion.  Such Notice and Agreement of Exercise shall set forth the agreement
of  the Employee that (a) no Option Shares will be sold or otherwise distributed
in violation of the Securities Act of 1933, as amended (the "Securities Act") or
any  other  applicable  federal  or state securities laws, (b) each Option Share
certificate  may be imprinted with legends reflecting any applicable federal and
state  securities  law  restrictions  and conditions, (c) the Company may comply
with  said securities law restrictions and issue "stop transfer" instructions to
its  Transfer  Agent  and  Registrar without liability, (d) if the Employee is a
Section  16 Reporting Person, the Employee will furnish to the Company a copy of
each  Form  4  or Form 5 filed by said Employee and will timely file all reports
required  under  federal  securities  laws, and (e) the Employee will report all
sales  of  Option  Shares  to the Company in writing on a form prescribed by the
Company.

     2.4.3     No  Stock  Option  shall  be  exercisable  unless  and  until any
applicable  registration  or  qualification  requirements  of  federal and state
securities  laws,  and  all  other  legal requirements, have been fully complied
with.  At no time shall the total number of securities issuable upon exercise of
all  outstanding  options  under  this  Plan, and the total number of securities
provided  for under any bonus or similar plan or agreement of the Company exceed
a  number  of  securities  which  is equal to 30 percent of the then outstanding
securities  of  the  Company,  unless  a  percentage  higher  than 30 percent is
approved  by at least two-thirds of the outstanding securities entitled to vote.
The  Company  will  use  reasonable  efforts  to maintain the effectiveness of a
Registration  Statement  under  the  Securities  Act  for  the issuance of Stock
Options  and  shares  acquired  thereunder,  but there may be times when no such
Registration  Statement  will  be  currently  effective.  The  exercise of Stock
Options  may  be  temporarily  suspended without liability to the Company during
times  when  no  such  Registration  Statement is currently effective, or during
times  when,  in  the  reasonable  opinion  of the Committee, such suspension is
necessary  to  preclude  violation  of  any  requirements  of  applicable law or
regulatory  bodies  having  jurisdiction  over the Company.  If any Stock Option
would expire for any reason except the end of its term during such a suspension,
then  if  exercise  of such Stock Option is duly tendered before its expiration,
such  Stock  Option  shall  be  exercisable  and exercised (unless the attempted
exercise  is  withdrawn)  as  of the first day after the end of such suspension.
The Company shall have no obligation to file any Registration Statement covering
resales  of  Option  Shares.

     2.5     Continuous Employment.  Except  as provided in Paragraph 2.7 below,
             ---------------------
an Employee may not exercise a Stock Option unless from the date of grant to the
date of exercise the Employee remains continuously in the employ of the Company.
For  purposes  of  this Paragraph 2.5, the period of continuous employment of an
Employee with the Company shall be deemed to include (without extending the term
of the Stock Option) any


                                        3
<PAGE>
period  during which the Employee is on leave of absence with the consent of the
Company,  provided  that such leave of absence shall not exceed three months and
that the Employee returns to the employ of the Company at the expiration of such
leave  of  absence. If the Employee fails to return to the employ of the Company
at  the  expiration of such leave of absence, the Employee's employment with the
Company  shall  be  deemed  terminated  as  of  the  date  such leave of absence
commenced.  The continuous employment of an Employee with the Company shall also
be  deemed  to  include  any period during which the Employee is a member of the
Armed  Forces  of  the  United States, provided that the Employee returns to the
employ of the Company within 90 days (or such longer period as may be prescribed
by  law)  from  the date the Employee first becomes entitled to a discharge from
military  service.  If  an Employee does not return to the employ of the Company
within 90 days (or such longer period as may be prescribed by law) from the date
the  Employee  first  becomes entitled to a discharge from military service, the
Employee's  employment with the Company shall be deemed to have terminated as of
the  date  the  Employee's  military  service  ended.

     2.6       Restrictions on Transfer.  Each  Stock  Option granted under this
               ------------------------
Plan shall be transferable only by will or the laws of descent and distribution.
No  interest  of  any  Employee  under this Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.

     2.7       Termination of Employment.
               -------------------------

     2.7.1     Upon  an  Employee's  Retirement,  Disability  (both  terms being
defined  below)  or  death,  (a)  all Stock Options to the extent then presently
exercisable  shall remain in full force and effect and may be exercised pursuant
to  the  provisions thereof, and (b) unless otherwise provided by the Committee,
all  Stock  Options to the extent not then presently exercisable by the Employee
shall  terminate  as of the date of such termination of employment and shall not
be  exercisable  thereafter.  Unless  employment  is  terminated  for  cause, as
defined  by applicable law, the right to exercise in the event of termination of
employment,  to the extent that the optionee is entitled to exercise on the date
the  employment  terminates  as  follows:

           (i)  At  least six months from the date of termination if termination
was  caused  by  death  or  disability.

           (ii) At least 30 days from the date of termination if termination was
caused  by  other  than  death  or  disability.

     2.7.2     Upon  the  termination  of  the employment of an Employee for any
reason other than those specifically set forth in Paragraph 2.7.1, (a) all Stock
Options  to  the  extent then presently exercisable by the Employee shall remain
exercisable  only  for a period of 90 days after the date of such termination of
employment  (except that the 90 day period shall be extended to 12 months if the
Employee  shall die during such 90 day period), and may be exercised pursuant to
the  provisions  thereof,  including  expiration  at  the  end of the fixed term
thereof,  and  (b) unless otherwise provided by the Committee, all Stock Options
to  the extent not then presently exercisable by the Employee shall terminate as
of  the  date  of  such  termination  of employment and shall not be exercisable
thereafter.

     2.7.3     For  purposes  of  this  Plan:

               (a)     "Retirement" shall mean an Employee's retirement from the
employ of the Company on or after the date on which the Employee attains the age
of  65  years;  and

               (b)     "Disability" shall mean total and permanent incapacity of
an  Employee,  due  to  physical  impairment  or  legally  established  mental
incompetence,  to perform the usual duties of the Employee's employment with the
Company,  which  disability  shall  be  determined  (i) on medical evidence by a
licensed  physician  designated  by  the Committee, or (ii) on evidence that the
Employee  has become entitled to receive primary benefits as a disabled employee
under the Social Security Act in effect on the date of such disability.


                                        4
<PAGE>
     3.        Provisions  Relating  to  Awards.
               --------------------------------

     3.1       Grant  of  Awards.  Subject to the  provisions  of this Plan, the
               -----------------
Committee shall have full and complete authority, in its discretion, but subject
to  the  express  provisions  of this Plan, to (1) grant Awards pursuant to this
Plan,  (2)  determine  the  number of shares of the Common Stock subject to each
Award  (the  "Award Shares"), (3) determine the terms and conditions (which need
not be identical) of each Award, including the consideration (if any) to be paid
by the Employee for such Common Stock, which may, in the Committee's discretion,
consist  of  the  delivery  of  the  Employee's  promissory  note  meeting  the
requirements  of  Paragraph 2.4.1, (4) establish and modify performance criteria
for  Awards,  and (5) make all of the determinations necessary or advisable with
respect  to Awards under this Plan.  Each Award under this Plan shall consist of
a  grant  of  shares  of the Common Stock subject to a restriction period (after
which  the  restrictions shall lapse), which shall be a period commencing on the
date  the  Award  is  granted  and  ending  on  such date as the Committee shall
determine  (the  "Restriction Period").  The Committee may provide for the lapse
of  restrictions  in installments, for acceleration of the lapse of restrictions
upon  the  satisfaction  of  such  performance  or  other  criteria  or upon the
occurrence  of  such  events as the Committee shall determine, and for the early
expiration  of  the  Restriction  Period upon an Employee's death, Disability or
Retirement  as  defined  in  Paragraph 2.7.3, or, following a Change of Control,
upon  termination  of an Employee's employment by the Company without "Cause" or
by  the  Employee  for  "Good  Reason,"  as those terms are defined herein.  For
purposes  of  this  Plan:

     "Change  of  Control"  shall be deemed to occur (a) on the date the Company
first  has  actual  knowledge  that any person (as such term is used in Sections
13(d)  and  14(d)(2)  of  the  Exchange Act) has become the beneficial owner (as
defined  in  Rule  13(d)-3  under  the Exchange Act), directly or indirectly, of
securities of the Company representing 40 percent or more of the combined voting
power  of  the  Company's  then  outstanding  securities, or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any
other  corporation  in  which the Company is not the surviving corporation or in
which  the  Company  survives  as  a  subsidiary  of another corporation, (ii) a
consolidation  of  the  Company with any other corporation, or (iii) the sale or
disposition  of  all  or  substantially all of the Company's assets or a plan of
complete  liquidation.

     "Cause,"  when  used  with reference to termination of the employment of an
Employee by the Company for "Cause," shall mean:

               (a)     The  Employee's continuing willful and material breach of
his duties to the Company after he receives a demand from the Chief Executive of
the  Company  specifying  the  manner  in  which he has willfully and materially
breached  such  duties, other than any such failure resulting from Disability of
the Employee or his resignation for "Good Reason," as defined herein; or

               (b)     The  conviction  of  the  Employee  of  a  felony;  or

               (c)     The  Employee's  commission of fraud in the course of his
employment  with  the  Company,  such  as  embezzlement  or  other  material and
intentional violation of law against the Company; or

               (d)     The  Employee's gross misconduct causing material harm to
the  Company.

          "Good  Reason"  shall mean any one or more of the following, occurring
following  or in connection with a Change of Control and within 90 days prior to
the  Employee's resignation, unless the Employee shall have consented thereto in
writing:

               (a)     The  assignment  to  the  Employee of duties inconsistent
with his executive status prior to the Change of Control or a substantive change
in  the  officer  or officers to whom he reports from the officer or officers to
whom he reported immediately prior to the Change of Control; or

               (b)     The  elimination  or  reassignment  of  a majority of the
duties and responsibilities that were assigned to the Employee immediately prior
to  the  Change  of  Control;  or


                                        5
<PAGE>
               (c)     A  reduction by the Company in the Employee's annual base
salary as in effect immediately prior to the Change of Control; or

               (d)     The  Company  requiring the Employee to be based anywhere
outside  a  35-mile radius from his place of employment immediately prior to the
Change  of  Control,  except for required travel on the Company's business to an
extent  substantially consistent with the Employee's business travel obligations
immediately prior to the Change of Control; or

               (e)     The  failure  of  the  Company  to  grant  the Employee a
performance  bonus  reasonably  equivalent  to the same percentage of salary the
Employee  normally  received  prior  to  the Change of Control, given comparable
performance by the Company and the Employee; or

               (f)     The  failure  of  the  Company  to  obtain a satisfactory
Assumption  Agreement  (as  defined  in  Paragraph  4.13  of  this  Plan) from a
successor,  or  the  failure  of  such  successor  to  perform  such  Assumption
Agreement.

     3.2       Incentive  Agreements.  Each  Award granted under this Plan shall
               ---------------------
be  evidenced  by  a  written  agreement  (an  "Incentive  Agreement") in a form
approved  by  the Committee and executed by the Company and the Employee to whom
the  Award  is  granted.  Each Incentive Agreement shall be subject to the terms
and conditions of this Plan and other such terms and conditions as the Committee
may  specify.

     3.3       Amendment,  Modification  and  Waiver  of  Restrictions.  The
               -------------------------------------------------------
Committee  may  modify  or  amend  any  Award  under  this  Plan  or  waive  any
restrictions  or conditions applicable to the Award; provided, however, that the
Committee may not undertake any such modifications, amendments or waivers if the
effect  thereof  materially increases the benefits to any Employee, or adversely
affects the rights of any Employee without his consent.

     3.4       Terms  and  Conditions  of  Awards.  Upon  receipt of an Award of
               ----------------------------------
shares  of the Common Stock under this Plan, even during the Restriction Period,
an  Employee  shall be the holder of record of the shares and shall have all the
rights  of  a  stockholder with respect to such shares, subject to the terms and
conditions  of  this  Plan  and  the  Award.

     3.4.1     Except  as otherwise provided in this Paragraph 3.4, no shares of
the  Common  Stock  received  pursuant  to  this  Plan shall be sold, exchanged,
transferred,  pledged,  hypothecated  or  otherwise  disposed  of  during  the
Restriction Period applicable to such shares.  Any purported disposition of such
Common Stock in violation of this Paragraph 3.4 shall be null and void.

     3.4.2     If  an Employee's employment with the Company terminates prior to
the expiration of the Restriction Period for an Award, subject to any provisions
of  the Award with respect to the Employee's death, Disability or Retirement, or
Change  of Control, all shares of the Common Stock subject to the Award shall be
immediately  forfeited  by  the  Employee and reacquired by the Company, and the
Employee  shall  have  no  further  rights  with  respect  to the Award.  In the
discretion  of  the Committee, an Incentive Agreement may provide that, upon the
forfeiture  by  an  Employee  of  Award  Shares,  the Company shall repay to the
Employee the consideration (if any) which the Employee paid for the Award Shares
on  the  grant  of  the Award.  In the discretion of the Committee, an Incentive
Agreement  may also provide that such repayment shall include an interest factor
on  such  consideration  from  the date of the grant of the Award to the date of
such  repayment.

     3.4.3     The  Committee  may require under such terms and conditions as it
deems  appropriate  or  desirable that (a) the certificates for the Common Stock
delivered  under  this Plan are to be held in custody by the Company or a person
or  institution  designated by the Company until the Restriction Period expires,
(b)  such  certificates shall bear a legend referring to the restrictions on the
Common Stock pursuant to this Plan, and (c) the Employee shall have delivered to
the Company a stock power endorsed in blank relating to the Common Stock.


                                        6
<PAGE>
     4.       Miscellaneous Provisions.
              ------------------------

     4.1       Adjustments Upon Change in Capitalization.
               -----------------------------------------

     4.1.1     The  number and class of shares subject to each outstanding Stock
Option, the Exercise Price thereof (but not the total price), the maximum number
of  Stock  Options  that  may  be granted under this Plan, the minimum number of
shares  as  to  which  a  Stock Option may be exercised at any one time, and the
number  and  class  of  shares  subject  to  each  outstanding  Award,  shall be
proportionately  adjusted in the event of any increase or decrease in the number
of  the  issued  shares  of  the  Common  Stock which results from a split-up or
consolidation  of  shares,  payment of a stock dividend or dividends exceeding a
total of five percent for which the record dates occur in any one fiscal year, a
recapitalization  (other than the conversion of convertible securities according
to  their  terms),  a combination of shares or other like capital adjustment, so
that  (a)  upon  exercise  of  the  Stock Option, the Employee shall receive the
number  and  class  of  shares the Employee would have received had the Employee
been  the holder of the number of shares of the Common Stock for which the Stock
Option  is  being exercised upon the date of such change or increase or decrease
in  the  number  of  issued  shares  of  the  Company, and (b) upon the lapse of
restrictions  of  the  Award  Shares,  the Employee shall receive the number and
class  of  shares  the  Employee  would have received if the restrictions on the
Award  Shares  had  lapsed on the date of such change or increase or decrease in
the  number  of  issued  shares  of  the  Company.

     4.1.2     Upon  a  reorganization,  merger  or consolidation of the Company
with  one  or  more  corporations  as  a  result of which the Company is not the
surviving  corporation  or  in  which  the  Company  survives  as a wholly-owned
subsidiary of another corporation, or upon a sale of all or substantially all of
the  property  of  the  Company  to  another  corporation,  or  any  dividend or
distribution  to  stockholders  of more than 10 percent of the Company's assets,
adequate  adjustment  or  other provisions shall be made by the Company or other
party  to  such transaction so that there shall remain and/or be substituted for
the  Option  Shares and Award Shares provided for herein, the shares, securities
or assets which would have been issuable or payable in respect of or in exchange
for  such  Option Shares and Award Shares then remaining, as if the Employee had
been  the  owner  of  such  shares as of the applicable date.  Any securities so
substituted  shall  be  subject  to  similar  successive  adjustments.

     4.2       Withholding  Taxes.  The Company shall have the right at the time
               ------------------
of  exercise  of  any  Stock  Option,  the  grant  of  an Award, or the lapse of
restrictions on Award Shares, to make adequate provision for any federal, state,
local  or  foreign  taxes  which it believes are or may be required by law to be
withheld  with  respect  to  such  exercise (the "Tax Liability"), to ensure the
payment  of  any such Tax Liability.  The Company may provide for the payment of
any  Tax Liability by any of the following means or a combination of such means,
as  determined  by  the  Committee  in  its  sole and absolute discretion in the
particular  case  (1)  by requiring the Employee to tender a cash payment to the
Company,  (2) by withholding from the Employee's salary, (3) by withholding from
the  Option  Shares which would otherwise be issuable upon exercise of the Stock
Option,  or  from  the  Award  Shares  on  their  grant  or  date  of  lapse  of
restrictions,  that  number of Option Shares or Award Shares having an aggregate
Fair  Market  Value (determined in the manner prescribed by Paragraph 2.2) as of
the  date  the  withholding tax obligation arises in an amount which is equal to
the  Employee's  Tax  Liability or (4) by any other method deemed appropriate by
the  Committee.  Satisfaction  of  the  Tax  Liability of a Section 16 Reporting
Person  may  be made by the method of payment specified in clause (3) above only
if  the  following  two  conditions  are  satisfied:

               (a)     The  withholding of Option Shares or Award Shares and the
exercise  of  the  related  Stock  Option  occur at least six months and one day
following the date of grant of such Stock Option or Award; and

               (b)     The  withholding of Option Shares or Award Shares is made
either (i) pursuant to an irrevocable election (the "Withholding Election") made
by  the  Employee  at  least six months in advance of the withholding of Options
Shares  or  Award  Shares,  or  (ii)  on  a  day within a 10-day "window period"
beginning  on  the  third  business  day  following  the  date of release of the
Company's quarterly or annual summary statement of sales and earnings.


                                        7
<PAGE>
     Anything herein to the contrary notwithstanding, a Withholding Election may
be  disapproved  by  the  Committee  at  any  time.

     4.3       Relationship  to Other Employee Benefit Plans.  Stock Options and
               ---------------------------------------------
Awards  granted hereunder shall not be deemed to be salary or other compensation
to  any  Employee  for  purposes  of  any pension, thrift, profit-sharing, stock
purchase  or any other employee benefit plan now maintained or hereafter adopted
by  the  Company.

     4.4       Amendments  and  Termination.  The  Board of Directors may at any
               ----------------------------
time suspend, amend or terminate this Plan.  No amendment, except as provided in
Paragraph  3.3,  or  modification of this Plan may be adopted, except subject to
stockholder  approval, which would (1) materially increase the benefits accruing
to  the  Employees  under  this  Plan,  (2)  materially  increase  the number of
securities  which may be issued under this Plan (except for adjustments pursuant
to  Paragraph  4.1  hereof),  or  (3)  materially  modify the requirements as to
eligibility  for  participation  in  this  Plan.

     4.5       Successors  in  Interest.  The  provisions  of  this Plan and the
               ------------------------
actions of the Committee shall be binding upon all heirs, successors and assigns
of  the  Company  and  of  the  Employees.

     4.6       Other  Documents.  All  documents prepared, executed or delivered
               ----------------
in  connection  with this Plan (including, without limitation, Option Agreements
and  Incentive  Agreements)  shall be, in substance and form, as established and
modified  by  the Committee; provided, however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event of any
conflict between the terms of any such document and this Plan, the provisions of
this  Plan  shall  prevail.

     4.7       Fairness  of the Repurchase Price.  In the event that the Company
               ---------------------------------
repurchases  securities  upon  termination  of employment pursuant to this Plan,
either:  (a)  the  price  will  not  be  less  than the fair market value of the
securities  to  be repurchased on the date of termination of employment, and the
right to repurchase will be exercised for cash or cancellation of purchase money
indebtedness  for the securities within 90 days of termination of the employment
(or  in the case of securities issued upon exercise of options after the date of
termination,  within  90  days  after  the  date of the exercise), and the right
terminates  when the Company's securities become publicly traded, or (b) Company
will  repurchase  securities  at  the original purchase price, provided that the
right  to  repurchase  at  the  original purchase price lapses at the rate of at
least  20  percent  of the securities per year over five years from the date the
option  is  granted  (without  respect  to  the date the option was exercised or
became  exercisable)  and  the right to repurchase must be exercised for cash or
cancellation of purchase money indebtedness for the securities within 90 days of
termination  of  employment  (or  in  case of securities issued upon exercise of
options  after  the  date  of  termination, within 90 days after the date of the
exercise).

     4.8       No  Obligation  to Continue Employment.  This Plan and the grants
               --------------------------------------
which  might be made hereunder shall not impose any obligation on the Company to
continue  to  employ  any  Employee.  Moreover, no provision of this Plan or any
document executed or delivered pursuant to this Plan shall be deemed modified in
any  way  by any employment contract between an Employee (or other employee) and
the  Company.

     4.9     Misconduct  of an Employee.  Notwithstanding any other provision of
             --------------------------
this  Plan,  if  an  Employee  commits fraud or dishonesty toward the Company or
wrongfully  uses  or  discloses  any  trade  secret,  confidential data or other
information  proprietary to the Company, or intentionally takes any other action
which  results  in material harm to the Company, as determined by the Committee,
in  its  sole and absolute discretion, the Employee shall forfeit all rights and
benefits  under  this  Plan.

     4.10      Term  of  Plan.  No  Stock  Option shall be exercisable, or Award
               --------------
granted,  unless  and until the Directors of the Company have approved this Plan
and  all  other  legal requirements have been met.  This Plan was adopted by the
Board  effective July 29, 2004.  No Stock Options or Awards may be granted under
this  Plan  after  July  29,  2014.

     4.11      Governing  Law.  This Plan and all actions taken thereunder shall
               --------------
be  governed  by,  and  construed  in  accordance with, the laws of the State of
Delaware.


                                        8
<PAGE>
     4.12      Assumption  Agreements.  The Company will require each successor,
               ----------------------
(direct  or  indirect, whether by purchase, merger, consolidation or otherwise),
to  all  or substantially all of the business or assets of the Company, prior to
the  consummation  of  each such transaction, to assume and agree to perform the
terms  and  provisions  remaining  to  be  performed  by  the Company under each
Incentive  Agreement  and  Stock  Option  and  to  preserve  the benefits to the
Employees  thereunder.  Such  assumption  and  agreement shall be set forth in a
written  agreement  in  form  and  substance  satisfactory  to the Committee (an
"Assumption  Agreement"),  and  shall  include  such adjustments, if any, in the
application  of the provisions of the Incentive Agreements and Stock Options and
such  additional provisions, if any, as the Committee shall require and approve,
in  order  to  preserve  such  benefits  to the Employees.  Without limiting the
generality  of  the foregoing, the Committee may require an Assumption Agreement
to  include  satisfactory  undertakings  by  a  successor:

                    (a)     To  provide liquidity to the Employees at the end of
the Restriction Period applicable to the Common Stock awarded to them under this
Plan,  or  on  the  exercise  of  Stock  Options;

                    (b)     If  the  succession  occurs before the expiration of
any period specified in the Incentive Agreements for satisfaction of performance
criteria  applicable  to  the  Common  Stock awarded thereunder, to refrain from
interfering  with  the Company's ability to satisfy such performance criteria or
to  agree  to  modify  such  performance criteria and/or waive any criteria that
cannot  be  satisfied  as  a  result  of  the  succession;

                    (c)     To  require  any  future  successor to enter into an
Assumption  Agreement;  and

                    (d)     To take or refrain from taking such other actions as
the Committee may require and approve, in its discretion.

     4.13      Compliance with  Rule  16b-3.  Transactions  under  this Plan are
               ----------------------------
intended  to  comply  with  all  applicable conditions of Rule 16b-3 promulgated
under the Exchange Act.  To the extent that any provision of this Plan or action
by  the  Committee  fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.

     4.14      Information  to  Shareholders.  The Company shall furnish to each
               -----------------------------
of its stockholders financial statements of the Company at least annually.


     IN  WITNESS  WHEREOF,  this Plan has been executed effective as of July 29,
2004.


                                           AMERICAN COMMERCE SOLUTIONS, INC.



                                           By  /s/  Daniel L. Hefner
                                             ---------------------------------
                                             Daniel L. Hefner, President


                                        9
<PAGE>